FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WILLIAM LYON HOMES [ WLH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/21/2013 | C | 709,322(1) | A | (2) | 1,873,445(1) | D(3)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 80,689(1) | A | (2) | 418,964(1) | D(4)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 391,258(1) | A | (2) | 1,482,233(1) | D(5)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 90,506(1) | A | (2) | 295,214(1) | D(6)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 75,941(1) | A | (2) | 199,994(1) | I | See(7)(8)(9) | ||
Class A Common Stock | 05/21/2013 | C | 3,126,225(1) | A | (2) | 4,999,670(1) | D(3)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 530,442(1) | A | (2) | 949,406(1) | D(4)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 2,572,097(1) | A | (2) | 4,054,330(1) | D(5)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 594,980(1) | A | (2) | 890,194(1) | D(6)(8)(9) | |||
Class A Common Stock | 05/21/2013 | C | 328,706(1) | A | (2) | 528,700(1) | I | See(7)(8)(9) | ||
Class A Common Stock | 05/21/2013 | S | 1,951,950(1) | D | $25 | 3,047,720(1) | D(3)(8)(9) | |||
Class A Common Stock | 05/21/2013 | S | 552,725(1) | D | $25 | 337,469(1) | D(6)(8)(9) | |||
Class A Common Stock | 05/21/2013 | S | 322,825(1) | D | $25 | 205,875(1) | I | See(7)(8)(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class C Common Stock | (2) | 05/21/2013 | C | 5,851,909 | (2) | (2) | Class A Common Stock | 709,322(1) | (2) | 0 | D(3)(8)(9) | ||||
Class C Common Stock | (2) | 05/21/2013 | C | 665,684 | (2) | (2) | Class A Common Stock | 80,689(1) | (2) | 0 | D(4)(8)(9) | ||||
Class C Common Stock | (2) | 05/21/2013 | C | 3,227,879 | (2) | (2) | Class A Common Stock | 391,258(1) | (2) | 0 | D(5)(8)(9) | ||||
Class C Common Stock | (2) | 05/21/2013 | C | 746,675 | (2) | (2) | Class A Common Stock | 90,506(1) | (2) | 0 | D(6)(8)(9) | ||||
Class C Common Stock | (2) | 05/21/2013 | C | 626,517 | (2) | (2) | Class A Common Stock | 75,941(1) | (2) | 0 | I | See(7)(8)(9) | |||
Convertible Preferred Stock | (2) | 05/21/2013 | C | 25,791,356 | (2) | (2) | Class A Common Stock | 3,126,225(1) | (2) | 0 | D(3)(8)(9) | ||||
Convertible Preferred Stock | (2) | 05/21/2013 | C | 4,376,147 | (2) | (2) | Class A Common Stock | 530,442(1) | (2) | 0 | D(4)(8)(9) | ||||
Convertible Preferred Stock | (2) | 05/21/2013 | C | 21,219,798 | (2) | (2) | Class A Common Stock | 2,572,097(1) | (2) | 0 | D(5)(8)(9) | ||||
Convertible Preferred Stock | (2) | 05/21/2013 | C | 4,908,581 | (2) | (2) | Class A Common Stock | 594,980(1) | (2) | 0 | D(6)(8)(9) | ||||
Convertible Preferred Stock | (2) | 05/21/2013 | C | 2,711,823 | (2) | (2) | Class A Common Stock | 328,706(1) | (2) | 0 | I | See(7)(8)(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects the number of shares of Class A Common Stock after taking into account the issuer's 1:8.25 reverse stock split. |
2. Immediately prior to the consummation of the initial public offering of the issuer's Class A Common Stock, the Class C Common Stock and the Convertible Preferred Stock automatically converted into Class A Common Stock. The issuer's initial public offering of its Class A Common Stock closed on May 21, 2013. |
3. Reflects the securities of the issuer owned directly by Luxor Capital Partners, LP (the "Onshore Fund"). |
4. Reflects the securities of the issuer owned directly by Luxor Wavefront, LP (the "Wavefront Fund"). |
5. Reflects the securities of the issuer owned directly by Luxor Capital II Company (the "Capital II Company"). The Capital II Company is a subsidiary of Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"). The Offshore Master Fund is a subsidiary of Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"). |
6. Reflects the securities of the issuer owned directly by Luxor Spectrum Offshore Master Fund, LP (the "Spectrum Offshore Master Fund"). The Spectrum Offshore Master Fund is a subsidiary of Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Feeder Fund"). |
7. Reflects the securities of the issuer held in an account managed separately (the "Separately Managed Account") by Luxor Capital Group, LP ("Luxor Capital Group"). |
8. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund (collectively, the "Luxor Funds") and the Separately Managed Account. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund. Mr. Leone is the managing member of LCG Holdings. |
9. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds, the Capital II Company and the Separately Managed Account. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Wavefront Fund, the Capital II Company, the Offshore Master Fund and the Spectrum Offshore Master Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims beneficial ownership of the shares of common stock owned by the Luxor Funds, the Capital II Company and the Separately Managed Account, except to the extent of their or his pecuniary interest therein. |
Remarks: |
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP | 05/23/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |